Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-310falseStarboard Bidco LimitedStarboard Topco Limited2024-01-01No description of principal activity0falsetruefalse 13920477 2024-01-01 2024-12-31 13920477 2023-01-01 2023-12-31 13920477 2024-12-31 13920477 2023-12-31 13920477 2023-01-01 13920477 2 2024-01-01 2024-12-31 13920477 d:Director2 2024-01-01 2024-12-31 13920477 e:CurrentFinancialInstruments 2024-12-31 13920477 e:CurrentFinancialInstruments 2023-12-31 13920477 e:Non-currentFinancialInstruments 2024-12-31 13920477 e:Non-currentFinancialInstruments 2023-12-31 13920477 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 13920477 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 13920477 e:Non-currentFinancialInstruments e:AfterOneYear 2024-12-31 13920477 e:Non-currentFinancialInstruments e:AfterOneYear 2023-12-31 13920477 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2024-12-31 13920477 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2023-12-31 13920477 e:ShareCapital 2024-01-01 2024-12-31 13920477 e:ShareCapital 2024-12-31 13920477 e:ShareCapital 2023-01-01 2023-12-31 13920477 e:ShareCapital 2023-12-31 13920477 e:ShareCapital 2023-01-01 13920477 e:CapitalRedemptionReserve 2024-01-01 2024-12-31 13920477 e:CapitalRedemptionReserve 2024-12-31 13920477 e:CapitalRedemptionReserve 2 2024-01-01 2024-12-31 13920477 e:CapitalRedemptionReserve 2023-12-31 13920477 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 13920477 e:RetainedEarningsAccumulatedLosses 2024-12-31 13920477 e:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 13920477 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 13920477 e:RetainedEarningsAccumulatedLosses 2023-12-31 13920477 e:RetainedEarningsAccumulatedLosses 2023-01-01 13920477 d:FRS102 2024-01-01 2024-12-31 13920477 d:Audited 2024-01-01 2024-12-31 13920477 d:FullAccounts 2024-01-01 2024-12-31 13920477 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 13920477 d:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 13920477 2 2024-01-01 2024-12-31 13920477 6 2024-01-01 2024-12-31 13920477 e:ShareCapital 2 2024-01-01 2024-12-31 13920477 f:PoundSterling 2024-01-01 2024-12-31 iso4217:GBP xbrli:pure

Registered number: 13920477
















FSL HOLDING LIMITED 2024




ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024


































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FSL HOLDING LIMITED 2024

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSL HOLDING LIMITED 2024
Opinion


We have audited the financial statements of FSL Holding Limited 2024 (the 'Company') for the year ended 31 December 2024, which comprise  the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 1


FSL HOLDING LIMITED 2024
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSL HOLDING LIMITED 2024 (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 1, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 2


FSL HOLDING LIMITED 2024
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSL HOLDING LIMITED 2024 (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have considered the nature of the industry and sector, control environment and financial performance;
We  have considered  the  results  of enquiries  with  management and the  directors  in  relation to their own identification and assessment of the risks of irregularities within the Company;
We have reviewed  the  documentation  of  key  processes  and  controls  and performed walkthrough  of transactions to confirm that systems are operating in line with documentation; and
We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As  a  result  of  these  procedures,  we  considered  the  opportunities  and  incentives  that  may  exist  within  the organisation  for  fraud  and  identified  the  highest  areas  of  risk  to  be  in  relation  to  revenue  recognition  and management override.
We also obtained an understanding  of  the  legal  and  regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation.
In  addition,  we  considered  provisions  of  other  laws  and  regulations  that  do  not  have  a  direct  effect  on  the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These include data protection regulations, occupational health and safety regulations, employment law and the Communications Act 2003.
Our procedures to respond to the risks identified included the following:

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having direct effect on the financial statements.
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Reviewing board meeting minutes;
Performing detailed transactional testing in relation to the recognition of revenue; and

In  addressing  the  risk  of  fraud  through  management  override  of  controls,  testing the appropriateness  of journal  entries,  and  other  adjustments;  assessing whether the judgements made in making  accounting estimates  are  indicative  of  potential  bias;  and  evaluating  the  business  rationale  of  any  significant transactions that are unusual or outside the normal course of the business.
We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements,
Page 3


FSL HOLDING LIMITED 2024
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSL HOLDING LIMITED 2024 (CONTINUED)

recognising  that  the  risk of not  detecting  a  material  misstatement due to fraud is higher than the risk of not detecting  one  resulting  from an error, as fraud may  involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the
financial statements, the less likely we would become aware of it.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Other matters 
 

The prior year figures for the year ended 31 December 2023 are unaudited. 


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Mark Munro FCA (Senior statutory auditor)
  
for and on behalf of
Bishop Fleming Audit Limited
 
Chartered Accountants
Statutory Auditors
  
Brook House
Winslade Park
Manor Drive
Clyst St Mary
Exeter
EX5 1GD

29 September 2025
Page 4


FSL HOLDING LIMITED 2024
REGISTERED NUMBER:13920477

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 4 
12,802,074
9,220,178

  
12,802,074
9,220,178

Current assets
  

Debtors: amounts falling due within one year
 5 
1,287,473
-

Cash at bank and in hand
  
-
568,339

  
1,287,473
568,339

Creditors: amounts falling due within one year
 7 
(8,969,189)
(2,330,534)

Net current liabilities
  
 
 
(7,681,716)
 
 
(1,762,195)

Total assets less current liabilities
  
5,120,358
7,457,983

Creditors: amounts falling due after more than one year
  
-
(6,671,698)

  

Net assets
  
5,120,358
786,285


Capital and reserves
  

Called up share capital 
  
100,000
100,000

Capital contribution reserve
  
3,581,896
-

Profit and loss account
  
1,438,462
686,285

  
5,120,358
786,285


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 September 2025.




S Collins
Director

The notes on pages 8 to 11 form part of these financial statements.
Page 5


FSL HOLDING LIMITED 2024


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2024
100,000
-
686,285
786,285


Comprehensive income for the year

Profit for the year

-
-
752,177
752,177


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
752,177
752,177


Contributions by and distributions to owners

Other movement type 1
-
3,581,896
-
3,581,896


Total transactions with owners
-
3,581,896
-
3,581,896


At 31 December 2024
100,000
3,581,896
1,438,462
5,120,358


The notes on pages 8 to 11 form part of these financial statements.

Page 6


FSL HOLDING LIMITED 2024


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
100,000
(413,176)
(313,176)


Comprehensive income for the year

Profit for the year

-
1,099,461
1,099,461


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
1,099,461
1,099,461


Total transactions with owners
-
-
-


At 31 December 2023
100,000
686,285
786,285


The notes on pages 8 to 11 form part of these financial statements.

Page 7


FSL HOLDING LIMITED 2024

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Berkeley House, Dix's Field, Exeter, EX1 1PZ. 
The principal activity of the company is that of a holding company. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.3

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.4

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 8


FSL HOLDING LIMITED 2024

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Employees




The Company has no employees other than the Directors, who did not receive any remuneration (2023: £NIL).


4.


Fixed asset investments





Investments in subsidiary companies

£



COST OR VALUATION


At 1 January 2024
9,220,178


Additions
3,581,896



At 31 December 2024
12,802,074





5.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
1,287,473
-

1,287,473
-



6.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
-
568,339

-
568,339


Page 9


FSL HOLDING LIMITED 2024

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Bank loans
-
500,000

Other loans
-
743,184

Amounts owed to group undertakings
8,969,189
1,022,145

Accruals and deferred income
-
65,205

8,969,189
2,330,534



8.


Creditors: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024
2023
£
£

Bank loans
-
2,750,000

Other loans
-
3,921,698

-
6,671,698



9.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
-
500,000

Other loans
-
743,184


-
1,243,184

AMOUNTS FALLING DUE 1-2 YEARS

Bank loans
-
2,750,000

Other loans
-
3,921,698


-
6,671,698



-
7,914,882


Page 10


FSL HOLDING LIMITED 2024

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Controlling party

The Company's immediate controlling parent undertaking is Starboard Bidco Limited (15967796), a company incorporated in England and Wales. The Directors are of the opinion the Company's ultimate parent undertaking is Starboard Topco Limited (15967581), a company incorporated in England and Wales.

 
Page 11